SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
(Name of Registrant as Specified In Its Charter)
GORDON E. SWARTZ
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
[ ] No fee is required pursuant to Exchange Act Rules 14a-6 (i)(1) and
(2), or
14a-6(j)(2) or the 1940 Act Rule 20a-1.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how
it was
determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
388 Greenwich Street
New York, New York 10013
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
To be Held on December 15, 1999
----------------------
To the Stockholders of Greenwich Street California Municipal Fund Inc.:
The Annual Meeting of Stockholders of Greenwich Street California
Municipal
Fund Inc. (the "Fund") will be held at the Fund's offices at 388
Greenwich
Street, New York, New York, 22nd Floor, on December 15, 1998 at 2:30
P.M. (New
York Time) for the following purposes:
1. To elect three Class I directors and one Class III director, each
to
hold office for the term indicated and until his or her successor
shall
have been elected and qualified;
2. To ratify the selection of KPMG LLP as independent auditors of
the
Fund; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on October 27,
1999
as the record date for the determination of stockholders entitled to
notice
of, and to vote at, the meeting and any adjournments thereof.
By Order of the Board of
Directors
Christina T. Sydor
Secretary
New York, New York
November 15, 1999
----------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN
PERSON OR
BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED
FOR
YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE>
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
388 Greenwich Street
New York, New York 10013
----------------------
PROXY STATEMENT
----------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 1999
INTRODUCTION
This proxy statement is furnished in connection with the solicitation
by the
Board of Directors (the "Board") of the Greenwich Street California
Municipal
Fund Inc. (the "Fund") of proxies to be voted at the Annual Meeting of
Stockholders (the "Meeting") of the Fund to be held at the Fund's
principal
executive offices at 388 Greenwich Street, 22nd Floor, New York, New
York
10013, on December 15, 1999 at 2:30 P.M. (New York Time), and at any
adjournments thereof, for the purposes set forth in the accompanying
Notice of
Annual Meeting of Stockholders (the "Notice").
The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made mainly by mail. In addition, certain
officers,
directors and employees of the Fund; Salomon Smith Barney Inc. ("Salomon
Smith
Barney"), which makes a market in the Fund's shares; SSB Citi Fund
Management
LLC ("SSBC" or the "Manager") (formerly SSBC Fund Management Inc.), the
Fund's
investment manager; and/or First Data Investor Services Group, Inc.
("FDIS"),
the Fund's transfer agent, may solicit proxies in person or by
telephone,
telegraph, or mail. Salomon Smith Barney and SSBC are each located at
388
Greenwich Street, New York, New York 10013; FDIS is located at 101
Federal
Street, Boston, Massachusetts 02110.
The Annual Report of the Fund, including audited financial statements
for
the fiscal year ended August 31, 1999, has previously been furnished to
all
stockholders of the Fund. This proxy statement and form of proxy are
first
being mailed to stockholders on or about November 15, 1999. The Fund
will
provide additional copies of the Annual Report to any stockholder upon
request
by calling the Fund at 1-800-451-2010.
All properly executed proxies received prior to the Meeting will be
voted at
the Meeting in accordance with the instructions marked thereon or
otherwise as
provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals. For
purposes
of determining the presence of a quorum for transacting business at the
Meeting, abstentions and
<PAGE>
broker "non-votes" (i.e. proxies from brokers or nominees indicating
that such
persons have not received instructions from the beneficial owner or
other
persons entitled to vote shares on a particular matter with respect to
which
the brokers or nominees do not have discretionary power) will be treated
as
shares that are present but which have not been voted. Because the
requisite
approval of both proposals is measured by a portion of the votes
actually
cast, abstentions and broker "non-votes" will have no impact on the
approval
of a proposal. Proposal 1 requires for approval the affirmative vote of
a
plurality of the votes cast at the Meeting with a quorum present.
Proposal 2
requires for approval the affirmative vote of a majority of the votes
cast at
the Meeting with a quorum present. Any proxy may be revoked at any time
prior
to the exercise thereof by submitting another proxy bearing a later
date, by
giving written notice to the Secretary of the Fund at the Fund's address
indicated above, or by voting in person at the Meeting.
The Board knows of no business other than that specifically mentioned
in the
Notice to be presented for consideration at the Meeting. If any other
matters
are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the
extent
permissible under applicable law.
The Board of Directors of the Fund has fixed the close of business on
October 27, 1999 as the record date (the "Record Date") for the
determination
of stockholders of the Fund entitled to notice of and to vote at the
Meeting
or any adjournment thereof. Stockholders of the Fund on that date will
be
entitled to one vote on each matter for each share held, and a
fractional vote
with respect to fractional shares, with no cumulative voting rights. At
the
Record Date, the Fund had outstanding 3,658,334 shares of Common Stock,
par
value $.001 per share, the only authorized class of stock, of which
3,611,647
or 98.72% were held in accounts, but not beneficially owned, by CEDE &
Co., as
nominee for The Depository Trust Company, Box 20, Bowling Green Station,
New
York, New York 10004-9998. At the Record Date, no other person
(including any
"group" as that term is used in Section 13(d) of the Securities Exchange
Act
of 1934) to the knowledge of the Board or the Fund, owned beneficially
more
than 5% of the outstanding shares of the Fund. As of the Record Date,
the
officers and Board members of the Fund in the aggregate beneficially
owned
less than 1% of the outstanding shares of the Fund.
In the event that a quorum is not present, or if sufficient votes in
favor
of the proposals set forth in the Notice and this Proxy Statement are
not
received by the time scheduled for the Meeting, the persons named as
proxies
may move for one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposals. In
determining
whether to adjourn the Meeting, the following factors may be considered:
the
nature of the proposals that are the subject of the Meeting, the
percentage of
votes actually cast, the percentage of negative votes actually cast, the
nature of any further solicitation and the information to be
2
<PAGE>
provided to stockholders with respect to the reasons for the
solicitation. Any
such adjournment will require the affirmative vote of a majority of the
shares
present at the Meeting. The persons named as proxies will vote in favor
of
such adjournment those shares which they are entitled to vote and which
have
voted in favor of such proposals.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Fund is currently classified into three
classes. The Board of Directors has nominated three new directors to
serve as
Class I directors and one new director to serve as a Class III director;
each
Class I director that may serve on the Board has been nominated by the
Board
of Directors for election at the Meeting to serve for a term of three
years
(until the 2002 Annual Meeting of Shareholders) and the Class III
director
that may serve on the Board has been nominated by the Board of Directors
for
election at the Meeting to serve for a term of two years (until the 2001
Annual Meeting of Shareholders) or until his or her successor is elected
and
qualified. The affirmative vote of a plurality of the shares voted at
the
Meeting is sufficient to elect each nominee. It is the intention of the
persons named in the enclosed proxy to vote in favor of the election of
the
persons listed below as nominees.
The Board knows of no reason why any of the Class I or Class III
nominees
listed below will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute
nominees as the Board may recommend.
Certain information concerning the nominees is set forth below. All of
the
nominees are currently directors of the Fund and have served in such
capacity
since the Fund commenced operations. Any director affiliated with the
Manager
or otherwise considered an "interested person" of the Fund, as defined
in the
Investment Company Act of 1940, as amended (the "1940 Act") is indicated
by an
asterisk(*).
Persons Nominated for Election as Directors
<TABLE>
<CAPTION>
Number of
Shares
Principal Occupations and %
Beneficially
During Past Five Years, owned as
of
Name Other Directorships, and Age October
29, 1999
---- ---------------------------- -----------
- -------
<C> <S> <C>
CLASS I DIRECTORS
Lee Abraham Retired; Director of eleven investment None
companies associated with Salomon Smith
Barney. Formerly Chairman and Chief
Executive Officer of Associated
Merchandising Corporation; Director of
Galey & Lord, Liz Claiborne, R.G. Barry
Corp., and Signet Group plc; 72.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares
Principal Occupations and %
Beneficially
During Past Five Years, owned as
of
Name Other Directorships, and Age October
29, 1999
---- ---------------------------- -----------
- -------
<C> <S> <C>
Allan J. Bloostein President of Allan J. Bloostein
6,291.73
Associates, a consulting firm;
Director of 18 investment
companies associated with Salomon
Smith Barney. Retired Vice
Chairman and Director of The May
Department Stores Company;
Director of CVS Corporation and
Taubman Centers Inc.; 69.
Richard E. Hanson, Jr. Head of New Atlanta Jewish None
Community High School, since
September 1996; Director of eleven
investment companies associated
with Salomon Smith Barney.
Formerly Headmaster, The Peck
School, Morristown, NJ; prior to
July 1, 1994, Headmaster Lawrence
Country Day School-Woodmere
Academy, Woodmere, NY; 58.
CLASS III DIRECTOR
Jane F. Dasher Investment Officer of Korsant None
Partners; Director of eleven
investment companies associated
with Salomon Smith Barney. Prior
to 1997, an independent financial
consultant; 49.
The remainder of the Board currently constitutes the Class II
directors and
the remaining Class III directors, none of whom will stand for election
at the
Meeting, as their terms are not due to expire until the year 2000 and
2001,
respectively.
Directors Continuing in Office
<CAPTION>
Number of
Shares
Principal Occupations and %
Beneficially
During Past Five Years, owned as
of
Name Other Directorships, and Age October
29, 1999
---- ---------------------------- -----------
- -------
<C> <S> <C>
CLASS II DIRECTORS
Heath B. McLendon* Managing Director of Salomon Smith
720.00**
Director since 1994 Barney; Director of 64 investment (Less
than 1%)
companies associated with
Citigroup, Inc.; Director and
President of SSBC and Travelers
Investment Adviser, Inc. ("TIA");
66.
Roderick C. Rasmussen Investment Counselor; Director of None
Director since 1994 12 investment companies associated
with Salomon Smith Barney.
Formerly Vice President of
Dresdner and Company Inc.
(investment counselors); 73.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares
Principal Occupations and %
Beneficially
During Past Five Years, owned as
of
Name Other Directorships, and Age October
29, 1999
---- ---------------------------- -----------
- -------
<C> <S> <C>
John P. Toolan Retired; Director of 12 investment None
Director since 1994 companies associated with Salomon
Smith Barney; Director of John
Hancock Funds. Formerly Director and
Chairman of the Smith Barney Trust
Company and Director of Smith Barney
Inc. and the Manager; 69.
CLASS III DIRECTORS
Donald R. Foley Retired; Director of 12 investment None
Director since 1994 companies associated with Salomon
Smith Barney. Formerly Vice
President of Edwin Bird Wilson,
Incorporated (advertising); 77.
Paul Hardin Professor of Law at the University None
Director since 1994 of North
Carolina at Chapel Hill; Director of
twelve investment companies
associated with Salomon Smith
Barney; Director of The Summit
Bancorporation. Formerly, Chancellor
of the University of North Carolina
at Chapel Hill; 68.
- ------------------
</TABLE>
* Designates a Director who is an "interested person" of the Fund as
defined
under the 1940 Act.
** Represents shares owned by this Director's family.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Fund's
officers and directors, and persons who beneficially own more than ten
percent
of a registered class of the Fund's equity securities, to file reports
of
ownership with the Securities and Exchange Commission, the American
Stock
Exchange and the Fund. Based solely upon its review of the copies of
such
forms received by it and representations from such persons, the Fund
believes
that, during fiscal year 1999, all filing requirements applicable to
such
persons were complied with.
The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has
an
audit committee composed of all the directors who are not "interested
persons"
of the Fund as defined under the 1940 Act (the "independent directors")
which
is charged with recommending a firm of independent auditors to the Fund
and
reviewing accounting matters with the auditors.
Seven meetings of the Board were held between September 1, 1998 and
August
31, 1999, four of which were regular meetings. Two Audit Committee
meetings
were also held. No incumbent director attended less than 75% of these
meetings.
5
<PAGE>
Only the independent directors receive remuneration from the Fund for
acting
as a director. Aggregate fees and expenses (including reimbursement for
travel
and out-of-pocket expenses) of $20,235.01 were paid to such directors by
the
Fund during the fiscal year ending August 31, 1999. Fees for the
independent
directors, who also serve as board members of certain other funds
sponsored by
Salomon Smith Barney are currently set at $60,000 per annum plus a per
meeting
fee of $2,500 and $100 for each telephone meeting. None of the officers
of the
Fund received any compensation from the Fund for such period. Officers
and
interested directors of the Fund are compensated by Salomon Smith
Barney.
The following table shows the compensation paid to each person who was
a
director of the Fund during the Fund's last fiscal year (from September
1,
1998 to August 31, 1999).
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Pension or
Number of
Retirement Compensation from
Funds for
Aggregate Benefits Accrued Fund and Fund
Which Director
Compensation as part of Complex
Serves Within
Name of Person from Fund Fund Expenses Paid to Directors
Fund Complex
-------------- ------------ ---------------- ----------------- -
- -------------
<S> <C> <C> <C>
<C>
Donald R. Foley 422** 0 36,100
12
Paul Hardin 336 0 71,400
12
Heath B. McLendon* 0 0 0
64
Roderick C. Rasmussen 436 0 57,100
12
John P. Toolan 337** 0 54,700
12
</TABLE>
- -----------
* Designates a Director who is an "interested person" of the Fund as
defined
under the 1940 Act.
** Pursuant to the Fund's deferred compensation plan, the indicated
Directors
have elected to defer the following amounts of their compensation from
the
Fund: Donald R. Foley--$19 and John P. Toolan--$337, and the following
amounts of their total compensation from the Fund Complex: Donald R.
Foley--
$21,000 and John P. Toolan--$54,700. The estate of a deceased Director
was
paid his previously deferred compensation, which totalled $1,891 from
the
Fund and $171,147.72 from the Fund Complex.
Upon attainment of age 72 the Fund's current directors may elect to
change
to emeritus status. Any directors elected or appointed to the Board of
Directors in the future will be required to change to emeritus status
upon
attainment of age 80. Directors Emeritus are entitled to serve in
emeritus
status for a maximum of 10 years during which time they are paid 50%
of the
annual retainer fee and meeting fees otherwise applicable to the
Fund's
directors, together with reasonable out-of-pocket expenses for each
meeting
attended. During the Fund's last fiscal year, total compensation paid
by the
Fund to Directors Emeritus totalled $218.
6
<PAGE>
The following is a list of the current executive officers of the Fund,
all
of whom have been elected by the directors to serve until their
respective
successors are elected:
<TABLE>
<CAPTION>
Principal
Occupations
Offices and Positions Period During Past Five
Years
Name Held with Fund Offices Held and Age
---- --------------------- ------------ ----------------
- ------
Heath B. McLendon Chairman of the 1995 to date (see table of
directors
Board, President and above)
Chief Executive
Officer
<C> <C> <C> <S>
Lewis E. Daidone Senior Vice President 1994 to date Managing Director
of
and Treasurer Salomon Smith
Barney;
Senior Vice
President
and Treasurer of
the
other investment
companies
associated
with Salomon
Smith
Barney; Director
and
Senior Vice
President of
the Manager and
TIA; 42.
Joseph P. Deane Vice President 1994 to date Managing Director
of
Salomon Smith
Barney and
investment
officer of
certain other
investment
companies
associated
with Salomon
Smith
Barney; 52.
Christina T. Sydor Secretary 1994 to date Managing Director
of
Salomon Smith
Barney;
Secretary of the
other
investment
companies
associated with
Salomon
Smith Barney;
Secretary
and General
Counsel of
the Manager and
TIA; 48.
Paul Brook Controller 1999 to date Director of
Salomon
Smith Barney and
Controller of
certain
other investment
companies
associated
with Salomon
Smith
Barney; 46.
</TABLE>
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
On September 17, 1999, based upon the recommendation of the Audit
Committee
of the Fund's Board of Directors, and in accordance with Section 32 of
the
1940 Act and the rules thereunder, the Board and the independent
directors
selected KPMG LLP ("KPMG") as the Fund's independent auditors for the
fiscal
year ending August 31, 2000. KPMG also serves as the independent
auditors for
the Manager, other investment companies associated with Salomon Smith
Barney
and for Citigroup Inc. ("Citigroup"). Citigroup is the ultimate parent
company
of both SSBC and Salomon Smith Barney. KPMG has no direct or material
indirect
7
<PAGE>
financial interest in the Fund, the Manager, Citigroup, or any other
investment company sponsored by Salomon Smith Barney or its affiliates.
If the Fund receives a written request from any stockholder at least
five
days prior to the Meeting stating that the stockholder will be present
in
person at the Meeting and desires to ask questions of the auditors
concerning
the Fund's financial statements, the Fund will arrange to have a
representative of KPMG present at the Meeting who will respond to
appropriate
questions and have an opportunity to make a statement.
The affirmative vote of a majority of votes cast is required to ratify
the
selection of KPMG.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE
SELECTION
OF INDEPENDENT AUDITORS.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2000 Annual
Meeting of
the stockholders of the Fund must be received by July 18, 2000 to be
included
in the proxy statement and the form of proxy relating to that meeting,
as the
Fund expects that the 2000 Annual Meeting will be held in December 2000.
The
submission by a stockholder of a proposal for inclusion in the proxy
statement
does not guarantee that it will be included. Stockholder proposals are
subject
to certain regulations under the federal securities laws.
The persons named as proxies for the 2000 Annual Meeting of
stockholders
will have discretionary authority to vote on any matter presented by a
stockholder for action at that meeting unless the Fund receives notice
of the
matter by October 2, 2000, in which case these persons will not have
discretionary voting authority except as provided in the Securities and
Exchange Commission's rules governing stockholder proposals.
8
<PAGE>
OTHER MATTERS
The Manager knows of no other matters which are to be brought before
the
Meeting. However, if any other matters not now known or determined
properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their
judgment on
such matters.
By Order of the Board of
Directors,
Christina T. Sydor
Secretary
November 15, 1999
9
PROXY
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
388 Greenwich Street
New York, New York 10013
This Proxy is Solicited on Behalf of the Board of Directors of the
Fund
The undersigned hereby appoints HEATH B. McLENDON, CHRISTINA T.
SYDOR, and GORDON E. SWARTZ, and each of them acting in the absence
of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated herein, all the shares of common stock of Greenwich Street
California Municipal Fund Inc. held of record by the undersigned on
October 27, 1999 at a Meeting of Stockholders to be held on December
15, 1999 or any adjournment thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE
SIDE]
[X] Please mark
votes as in
this example.
The Board of Directors recommends a vote "FOR" the following
proposals. This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR each nominee for
director and FOR each proposal.
1. ELECTION OF DIRECTORS
Class I Nominees: Lee Abraham, Allan J. Bloostein and Richard Hanson,
Jr.
Class III Nominee: Jane F. Dasher
FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[ ] [ ]
[ ]________________________________
For all nominees except as noted above
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT
AUDITORS OF THE FUND FOR THE FISCAL YEAR
ENDING AUGUST 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [
]
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
[ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears to the
left. When shares are held by joint tenants,
both should sign, or if one signs, that
stockholder's vote binds both stockholders.
When signing as attorney, executor,
administrator, agent, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Signature: ____________________________ Date: ______________
Signature: ____________________________ Date: ______________
